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Marvell praises the lady’s beauty by complimenting her individual features using a device called an erotic blazon, which also evokes the influential techniques of 15th and 16th century Petrarchan love poetry. Petrarchan poetry is based upon rarifying and distancing the female beloved, making her into an unattainable object. In this poem, though, the speaker only uses these devices to suggest that distancing himself from his lover is mindless, because they do not have the limitless time necessary for the speaker to praise the Lady sufficiently. He therefore constructs an erotic blazon only to assert its futility.

The poem’s mood shifts in line 21, when the speaker asserts that “Time's winged chariot” is always near. The speaker’s rhetoric changes from an acknowledgement of the Lady’s limitless virtue to insisting on the radical limitations of their time as embodied beings. Once dead, he assures the Lady, her virtues and her beauty will lie in the grave along with her body as it turns to dust. Likewise, the speaker imagines his lust being reduced to ashes, while the chance for the two lovers to join sexually will be lost forever.

The third and final section of the poem shifts into an all-out plea and display of poetic prowess in which the speaker attempts to win over the Lady. He compares the Lady’s skin to a vibrant layer of morning dew that is animated by the fires of her soul and encourages her to “sport” with him “while we may.” Time devours all things, the speaker acknowledges, but he nonetheless asserts that the two of them can, in fact, turn the tables on time. They can become “amorous birds of prey” that actively consume the time they have through passionate lovemaking.